SEC Form 4 · accession 0000873044-18-000219
RADISYS CORP · RSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Bronson
Officer — CEO & President · Director
Period of report
Dec 11, 2018
Accepted (ET)
Dec 11, 2018 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000873044
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 11, 2018 | D | 358,350 | $1.72 | D | 0 | D | |
| Common StockF1 | Dec 11, 2018 | D | 12,431 | $1.72 | D | 0 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F2 | $1.00 | Dec 11, 2018 | D | 264,016 | D | — | Feb 12, 2025 | Common Stock | 264,016 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $1.00 | Dec 11, 2018 | D | 235,984 | D | — | Feb 12, 2025 | Common Stock | 235,984 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Dec 11, 2018 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and wholly owned subsidiary of Reliance Industries Limited (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), which became effective on December 11, 2018 (the "Effective Time"), the shares of common stock were canceled and converted into the right to receive a cash payment of $1.72 per share.
- F2Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $190,091.52, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes.
- F3Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $169,908.48, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes
- F4Pursuant to the terms of the Merger Agreement, these restricted stock units were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $1.72 per share.
- F5N/A